Common use of Conversion at Option of Holder Clause in Contracts

Conversion at Option of Holder. The holders of the Series G Convertible Preferred Stock may at any time on or after the Issuance Date convert at any time all or from time to time any part of their shares of Series G Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as herein provided, except that no such conversion shall be for less than 50 shares of Series G Convertible Preferred Stock unless the holder so converting holds less than 50 shares of Series G Convertible Preferred Stock and is converting all of such shares held by such holder. Holders of shares of Series G Convertible Preferred Stock shall be entitled, with respect to the shares of Common Stock or other securities issued or issuable upon conversion thereof, to the benefits available to the holders of Common Stock under the Rights Agreement or any similar plan or arrangement. Each share of Series G Convertible Preferred Stock may be converted at the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Amount, (ii) an amount equal to the Accrual Amount on the share of Series G Convertible Preferred Stock being converted to the applicable Conversion Date, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series G Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 by (y) the Conversion Price for such Conversion Date (the "Conversion Rate"); provided, however, that in no event shall any holder of shares of Series G Convertible Preferred Stock be entitled to convert any shares of Series G Convertible Preferred Stock in excess of that number of shares of Series G Convertible Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by such holder and all Aggregated Persons of such holder (other than shares of Common Stock deemed beneficially owned through the ownership of (x) unconverted shares of Series G Convertible Preferred Stock and (y) the unconverted or unexercised portion of any instrument, including, without limitation, the Series H Convertible Preferred Stock and the Warrants, which contains limitations similar to those set forth in this sentence) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series G Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Aggregated Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentence.

Conversion at Option of Holder. The holders In order to cause the conversion of the Series G Convertible Preferred Stock may at any time on whole or after the Issuance Date convert at any time all or from time to time any part fractional share of their shares of Series G Convertible Preferred Stock into fully paid and nonassessable whole shares of Common Stock pursuant to Section 3 of the Statement of Designations, the holder of the Depositary Shares representing such whole or fractional shares of Stock shall surrender the Receipts (properly endorsed or assigned for transfer as the Depositary shall require) evidencing such Depositary Shares to the Depositary at the New York Office or at the office of such Depositary’s Agent as the Depositary may designate for such purpose, together with (i) an irrevocable notice of election to cause the conversion duly completed and executed, specifying the number of shares of underlying Stock to be so converted (provided that any notice of election to cause conversion of shares of Stock will not be honored if received by the Depositary after the close of business on a Redemption Date relating to such shares, unless the Company defaults in payment of the redemption price, in which case the right to cause conversion shall be reinstated), (ii) the name or names (with addresses) in which a certificate or certificates evidencing shares of Common Stock are to be issued, (iii) if such certificate or certificates are to be issued in a name or names other than that of the record holder of the Receipts surrendered, payment of any applicable transfer taxes and such other securities documentation as shall be required by the Depositary in its sole discretion and property (iv) if applicable, any payments required pursuant to this Section 2.05. Such written notice shall constitute the holder’s direction to the Depositary to convert the number of whole or fractional shares of Stock represented by such Depositary Shares into Common Stock at the conversion price then in effect under the Statement of Designations. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Stock to be converted at the direction of that holder on that occasion. Upon receipt by the Depositary of a Receipt or Receipts accompanied by the required written notice of conversion, the Depositary shall promptly surrender to the Company for conversion, in accordance with the procedures established in the Statement of Designations, a certificate or certificates representing at least the number of shares of Stock to be converted (properly endorsed or assigned for transfer), together with a proper notice of conversion and any other required documentation and, if applicable, funds received by the Depositary in payment of any transfer taxes or any other applicable payments from the holder of the surrendered Receipts, and, as herein soon as practicable thereafter, the Company shall deliver to the Depositary for delivery to such holder a certificate or certificates evidencing the number of whole shares of Common Stock issuable upon such conversion, together with cash due in lieu of fractional shares of Common Stock as hereinafter provided. If less than all the shares of Stock represented by a certificate or certificates are surrendered by the Depositary for purposes of conversion, except that no the Company shall issue to the Depositary a new certificate or certificates representing the shares of Stock not surrendered for conversion. If less than all the Depositary Shares represented by a Receipt or Receipts are surrendered to the Depositary for purposes of conversion, the Depositary shall cause the Registrar to issue to the holder thereof a new Receipt or Receipts for any whole Depositary Shares not surrendered for conversion. Subject to the following provisions of this paragraph, such conversion shall be for less than 50 deemed to have been made as of the date of surrender of the Receipts evidencing Depositary Shares representing shares of Series G Convertible Preferred Stock unless to be converted and the receipt thereof by the Depositary, and the person or persons entitled to receive the Common Stock deliverable upon such conversion shall be treated for all purposes as the record holder so converting holds less than 50 shares of Series G Convertible Preferred Stock and is converting all or holders of such shares held by such holder. Holders of shares of Series G Convertible Preferred Stock shall be entitled, with respect to the shares of Common Stock or other securities issued or issuable upon conversion thereof, to the benefits available to the holders of Common Stock under the Rights Agreement or any similar plan or arrangement. Each share of Series G Convertible Preferred Stock may be converted at the office of the Conversion Agent or at on such other additional office or offices, if any, as the Board of Directors may designate, into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Amount, (ii) an amount equal to the Accrual Amount on the share of Series G Convertible Preferred Stock being converted to the applicable Conversion Date, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series G Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 by (y) the Conversion Price for such Conversion Date (the "Conversion Rate")date; provided, however, that in no event neither the Company nor the Depositary shall any holder be required to cause the conversion of shares of Series G Convertible Preferred Stock be entitled to convert any shares of Series G Convertible Preferred Stock while the share transfer books of the Company are closed for any purpose, but the surrender of Receipts evidencing Depositary Shares representing Stock for conversion during any period while such books are so closed shall become effective for conversion immediately upon the reopening of such books as if the surrender had been made on the date of such reopening, and the conversion shall be at the conversion rate in excess effect on such date. Any Depositary Shares surrendered to the Depositary for conversion after any Dividend Record Date and prior to the Dividend Payment Date with respect to such dividend, the dividend due on such Dividend Payment Date shall be payable to the holder of that number such Depositary Shares as of such Dividend Record Date notwithstanding such conversion prior to the Dividend Payment Date or the default by the Company in the payment of the dividends due on such Dividend Payment Date. Any Depositary Shares surrendered to the Depositary for conversion during the period from the close of business on any Dividend Record Date to the opening of business on the Dividend Payment Date with respect to such dividend shall (except in the case of Depositary Shares which have been called for redemption on a redemption date within such period) be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the dividend payable on such Dividend Payment Date on the Depositary Shares being surrendered for conversion. The dividend with respect to a Depositary Share called for redemption on a redemption date during the period from the close of business on any Dividend Record Date to and including the Dividend Payment Date with respect to such dividend shall be payable on such Dividend Payment Date to the holder of record of such Depositary Shares on such Dividend Record Date notwithstanding the conversion of such Depositary Share after such Dividend Record Date and prior to such Dividend Payment Date, and the holder converting such Depositary Share need not include a payment of such dividend amount upon surrender of such Depositary Share for conversion. Except as provided in this paragraph, no payment or adjustment shall be made upon any conversion of Depositary Shares for accrued and unpaid dividends on the Stock represented by such Depositary Shares or for dividends on the Common Stock issued upon conversion. Upon the conversion of any shares of Series G Convertible Preferred Stock upon represented by Depositary Shares for which a request for conversion has been made by the holder of which such Depositary Shares, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall no longer be deemed outstanding, all rights of the sum holder of the Receipt or Receipts evidencing such Depositary Shares (1) except the number of right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock beneficially owned by such holder as provided herein and all Aggregated Persons in the Statement of such holder (other than Designations and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt or Receipts evidencing the Depositary Shares so converted shall be cancelled in accordance with Section 2.11 hereof. No fractional shares or scrip representing fractional shares of Common Stock deemed beneficially owned through shall be issuable upon conversion of Stock. If any holder who delivers Receipts to the ownership Depositary with instructions for conversion of (x) unconverted the underlying Stock would be entitled to a fractional share of Common Stock upon such conversion, the Company shall deliver to the Depositary for delivery to such holder the cash payment in lieu of such fractional share required to be paid pursuant to the terms of the Statement of Designations. If any event occurs that requires prior notice to the holders of shares of Series G Convertible Preferred Stock and (ypursuant to Section 3(xi) of the unconverted Statement of Designations, then the Company shall, not less than 20 days prior to the record or unexercised portion effective date of any instrumentsuch event or, including, without limitationif the notice is required pursuant to Section 9(c) of the Statement of Designations, the Series H Convertible Preferred Company shall promptly deliver a form of notice (which shall contain substantially the same information as the notice required by the Statement of Designations) to the Depositary. Not less than 15 days prior to the record or effective date of such event or, if the notice is required pursuant to Section 9(c) of the Statement of Designations, promptly following receipt of such notice from the Company, the Depositary shall mail or cause to be mailed, first-class postage prepaid, notice (in the form provided to the Depositary by the Company) of such event to the holders of record of the Depositary Shares, at the addresses as shown on the records of the Depositary. Failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Upon the occurrence of a Change of Control or a Fundamental Change (both as defined in the Statement of Designations), the Company shall, within 5 Business Days after such occurrence, notify the Depositary in writing of such occurrence and shall deliver to the Depositary a form of notice (which shall contain substantially the same information as the notice required by the Statement of Designations). Upon its receipt of such form of notice from the Company, the Depositary shall mail or cause to be mailed, first-class postage prepaid, notice (in the form provided to the Depositary by the Company) of such occurrence to all holders of record of Depositary Shares at the addresses as shown on the records of the Depositary. Upon the occurrence of a Change of Control or Fundamental Change, a holder of a Receipt or Receipts may direct the Depositary to instruct the Company to cause the conversion of all, but not less than all, the Stock underlying such holder’s Depositary Shares into Common Stock at an adjusted conversion price per share equal to the Special Conversion Price (as defined in the Statement of Designations), in accordance with the terms and subject to the Warrants, which contains limitations similar to those conditions set forth in the Statement of Designations. Such a holder of Receipts evidencing Depositary Shares must exercise this sentence) and (2) special conversion right within the number of shares of Common Stock issuable upon 45-day period after the conversion mailing of the number of shares of Series G Convertible Preferred Stock with respect to which notice by the determination in this proviso is being made, would result in beneficial ownership by Depositary or such holder and all Aggregated Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership special conversion right shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentenceexpire.

Conversion at Option of Holder. The holders Subject to the terms and conditions of this Deposit Agreement and the Series G Convertible Preferred Stock Certificate of Designations, Receipts may be surrendered at any time on or after by the Issuance Date convert at any time all or from time to time any part Holders thereof by delivering a Notice of their shares of Series G Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as herein provided, except that no such conversion shall be for less than 50 shares of Series G Convertible Preferred Stock unless the holder so converting holds less than 50 shares of Series G Convertible Preferred Stock and is converting all of such shares held by such holder. Holders of shares of Series G Convertible Preferred Stock shall be entitled, with respect Conversion to the shares of Common Stock or other securities issued or issuable upon conversion thereof, to the benefits available to the holders of Common Stock under the Rights Agreement or any similar plan or arrangement. Each share of Series G Convertible Preferred Stock may be converted at the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Amount, (ii) an amount equal to the Accrual Amount on the share of Series G Convertible Preferred Stock being converted to the applicable Conversion Date, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series G Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 by (y) the Conversion Price for such Conversion Date (the "Conversion Rate"); provided, however, that in no event shall any holder of shares of Series G Convertible Preferred Stock be entitled Depositary instructing it to convert any shares of Series G Convertible Preferred Stock in excess of that the specified number of shares of Series G Convertible E Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned represented by Depositary Shares as evidenced by such holder and all Aggregated Persons Receipts into Common Shares by applying the Conversion Ratio in accordance with the Certificate of Designations. No fractional Common Shares or scrip representing fractional Common Shares shall be issued upon conversion; rather, the Corporation, at its election, shall cause the Depositary to pay a cash adjustment in respect of such holder (final fraction in an amount equal to such fraction multiplied by the Trading Price on the Conversion Date or round up to the next whole Common Share. A Holder of a Receipt shall surrender such Receipt at the Depositary’s Office or such other than shares office as the Depositary may from time to time designate for such purpose, together with the Notice of Common Stock deemed beneficially owned through Conversion thereof duly completed and executed and a proper assignment of such Receipt to the ownership of (x) unconverted shares of Series G Convertible Preferred Stock and (y) Corporation or in blank to the unconverted Depositary or unexercised portion of any instrumentits agent, including, without limitation, thereby instructing the Series H Convertible Preferred Stock and the Warrants, which contains limitations similar Depositary to those set forth in this sentence) and (2) the number of shares of Common Stock issuable upon cause the conversion of the number of shares of Series G Convertible E Preferred Stock represented by Depositary Shares as evidenced by such Receipt specified in such Notice of Conversion into Conversion Shares in accordance with the terms of the Certificate of Designations. If required, the Holder must also pay any stock transfer, documentary, stamp or similar taxes not payable by the Corporation pursuant to the Certificate of Designations or Section 3.2 and Section 5.7. The Conversion Date on which conversion of the Receipts will be deemed to have been effected will be the Trading Day that the Notice of Conversion, completed and executed, is received during regular business hours by the Depositary; provided that, if applicable, the Receipts being surrendered are received by the Depositary within two (2) Trading Days after the Depositary’s receipt of the Notice of Conversion. In all other cases, the Conversion Date shall be the first Trading Day on which the foregoing requirements with respect to which delivery of the determination in this proviso is Receipts being madeconverted and of the Notice of Conversion to the Depositary have been satisfied. Upon receipt by the Depositary of a Receipt, would result in beneficial ownership together with a Notice of Conversion supplied by the holder of such Receipt and instructing the Depositary to convert a specified number of shares of Series E Preferred Stock represented by Depositary Shares as evidenced by such holder Receipt, the Depositary is hereby authorized and all Aggregated Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso instructed to, and shall, as promptly as practicable, (a) give written notice to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(dtransfer agent for the Series E Preferred Stock (if other than the Depositary) of the Exchange Act number of shares of Series E Preferred Stock represented by Depositary Shares as evidenced by such Receipt surrendered for conversion and Regulation 13D-G thereunderthe number of Conversion Shares to be delivered upon conversion of such shares of Series E Preferred Stock and the amount of immediately available funds (if so elected by the Corporation), except as if any, to be delivered to the holder of such Receipts in payment of any fractional Common Shares otherwise provided in clause issuable, (1b) cancel such Receipt or, if a Registrar for Receipts (other than the Depositary) shall have been appointed, cause such Registrar to cancel such Receipt and (c) deliver to the transfer agent for the Series E Preferred Stock (if other than the Depositary) or any other authorized agent of the proviso Corporation (as specified in writing by the Corporation) certificates for the Series E Preferred Stock represented by Depositary Shares as evidenced by such Receipt, which certificates shall thereupon be canceled by the Depositary or such other transfer agent or authorized agent. As promptly as practicable thereafter and not later than five (5) Trading Days after the applicable Conversion Date, (a) the Corporation shall cause to be furnished to the Depositary a certificate or certificates evidencing the Conversion Shares, and, if the Corporation so elects, such amount of immediately preceding sentenceavailable funds, if any, in lieu of receiving fractional shares as specified in a written notice from the Corporation and (b) the Depositary is hereby authorized and instructed to, and shall, deliver at the Depositary’s Office, (i) a certificate or certificates evidencing the Conversion Shares into which the Series E Preferred Stock represented by Depositary Shares as evidenced by such Receipt have been converted and which have been provided by the Corporation and (ii) if applicable, cash in lieu of Common Shares which has been provided by the Corporation. Alternatively, such Conversion Shares and cash in lieu of Common Shares may be delivered by the Depositary electronically through the facilities of DTC. In the event that optional conversion is elected by a Holder of a surrendered Receipt with respect to less than all Depositary Shares evidenced by such Receipt, upon such optional conversion the Depositary shall authenticate, countersign and deliver to such Holder thereof, at the expense of the Corporation, a new Receipt evidencing the Depositary Shares as to which such optional conversion was not elected. Delivery of Conversion Shares and other property following a conversion pursuant to this Section 2.10 may be made by the delivery of certificates and which, if required by law in the judgment of the Corporation, shall be accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary’s Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any Holder surrendering Receipts, and for the account of such Holder, to such place designated in writing by such Holder.

Conversion at Option of Holder. The holders Subject to and upon compliance with the provisions of the Series G Convertible Preferred Stock may Indenture, the Holder of this Security is entitled, at its option, at any time after the original issue date of the Securities and on or after before the Issuance Date close of business two (2) New York Business Days prior to Maturity, to convert at this Security or any time all portion of the principal amount hereof that is U.S.$2,000 or from time to time an integral multiple of U.S.$1,000 (provided that the unconverted portion of such principal amount is U.S.$2,000 or any part integral multiple of their shares of Series G Convertible Preferred Stock U.S.$1,000 in excess thereof) into fully paid and nonassessable shares of Common Stock of the Company at the initial Conversion Rate of 1,111.11 shares of Common Stock per U.S.$1,000 principal amount of Securities (or at the current adjusted Conversion Rate, if any adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, at any office or agency of the Company maintained for that purpose accompanied by a duly signed and completed notice of conversion stating that the Holder elects to convert such other securities and property as herein providedSecurity or, except that no such conversion shall be for if less than 50 shares of Series G Convertible Preferred Stock unless the holder so converting holds less than 50 shares of Series G Convertible Preferred Stock and entire principal amount thereof is converting all of to be converted, the portion thereof to be converted. The interest payable on such shares held by such holder. Holders of shares of Series G Convertible Preferred Stock shall be entitledInterest Payment Date, with respect to the shares of Common Stock any Security (or other securities issued or issuable upon conversion portion thereof, if applicable) that is surrendered for conversion during the period from the close of business on any Record Date next preceding any Interest Payment Date to the benefits available opening of business on such Interest Payment Date, shall be paid to the holders Holder of Common Stock under such Security as of such Record Date. Interest payable in respect of any Security surrendered for conversion on or after an Interest Payment Date shall be paid to the Rights Agreement or any similar plan or arrangement. Each share Holder of Series G Convertible Preferred Stock may be converted at the office such Security as of the next preceding Record Date, notwithstanding the exercise of the right of conversion. Subject to the Indenture, no cash payment or adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date next preceding the applicable Conversion Agent Date, in respect of any Security (or at such other additional office or offices, if anypart thereof, as the Board case may be) surrendered for conversion, or on account of Directors may designate, into such any dividends on the Common Stock issued upon conversion. The Company’s delivery to the Holder of the number of fully paid and nonassessable shares of Common Stock (and cash in lieu of fractions thereof, as provided in the Indenture) into which a Security is convertible and any rights pursuant to Section 9.04(m) of the Indenture will be deemed to satisfy the Company’s obligation to pay the principal amount of the Security. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) Company shall pay a cash adjustment as provided in the Indenture. The Conversion Rate is subject to adjustment as provided in the Indenture. No adjustment in the Conversion AmountRate will be made until such adjustment would require an increase or decrease of at least one percent of such rate; provided that any adjustment that would otherwise be made will be carried forward and taken into account in the computation of any subsequent adjustment. In addition, (ii) an amount equal to the Accrual Amount on the share of Series G Convertible Preferred Stock being converted to the applicable Conversion Date, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series G Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 by (y) the Conversion Price for such Conversion Date (the "Conversion Rate"); provided, however, Indenture provides that in no event case of certain consolidations or mergers to which the Company is a party or the conveyance, transfer, sale or lease of all or substantially all of the property and assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then Outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, transfer, sale or lease by a holder of shares of Series G Convertible Preferred Stock be entitled to convert any shares of Series G Convertible Preferred Stock in excess of that number of shares of Series G Convertible Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by of the Company into which this Security could have been converted immediately prior to such consolidation, merger, conveyance, transfer, sale or lease (assuming such holder and all Aggregated Persons of such holder (other than shares of Common Stock deemed beneficially owned through is not a Constituent Person or an Affiliate of a Constituent Person, failed to exercise any rights of election and received per share the ownership kind and amount received per share by a plurality of (x) unconverted shares of Series G Convertible Preferred Stock and (y) the unconverted or unexercised portion of any instrument, including, without limitation, the Series H Convertible Preferred Stock and the Warrants, which contains limitations similar to those set forth in this sentence) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series G Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Aggregated Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13DNon-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentenceelecting Shares).

Conversion at Option of Holder. The holders of the Series G B-1 Convertible Preferred Stock may may, at any time after the earlier of (x) July 31, 1997 and (y) the date on which the Registration Statement is first declared effective by the SEC and on or before two (2) years after the Issuance Date Date, upon surrender of the certificates therefor, convert at any time or all or from time to time any part of their shares of Series G B-1 Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as herein hereinafter provided. Commencing on the date which is 90 days after the Issuance Date, except that no such conversion shall be for less than 50 shares of Series G Convertible Preferred Stock unless the holder so converting holds less than 50 shares of Series G Convertible Preferred Stock and is converting all of such shares held by such holder. Holders of shares of Series G Convertible Preferred Stock shall be entitledat any time thereafter, with respect to the shares of Common Stock or other securities issued or issuable upon conversion thereof, to the benefits available to the holders of Common Stock under the Rights Agreement or any similar plan or arrangement. Each each share of Series G B-1 Convertible Preferred Stock may be converted at the principal executive offices of the Corporation, the office of any transfer agent for the Conversion Agent Series B-1 Convertible Preferred Stock, if any, the office of any transfer agent for the Common Stock or at such other additional office or offices, if any, as the Board of Directors may designate, initially into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Amount, (ii) an amount equal accrued but unpaid dividends to the Accrual Amount Conversion Date on the share of Series G B-1 Convertible Preferred Stock being converted to the applicable Conversion Dateconverted, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series G B-1 Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 by (y) the lower of (1) the product of (A) the Conversion Percentage TIMES (B) the arithmetic average of the Closing Price for such of the Common Stock on the five consecutive trading days immediately preceding the Conversion Date or (2) the product of (A) $5.50 (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events occurring on or after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware) TIMES (B) the Conversion Percentage, in each case subject to adjustment as hereinafter provided (the "Conversion Rate"); providedPROVIDED, howeverHOWEVER, that in no event shall any holder of shares of Series G Convertible Preferred Stock be entitled to convert any shares of Series G Convertible Preferred Stock in excess of that number of shares of Series G Convertible Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by such holder and all Aggregated Persons of such holder (other than shares of Common Stock deemed beneficially owned through the ownership of (x) unconverted shares of Series G Convertible Preferred Stock and (y) the unconverted or unexercised portion of any instrument, including, without limitation, the Series H Convertible Preferred Stock and the Warrants, which contains limitations similar to those set forth in this sentence) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series G Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Aggregated Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentence.B-

Conversion at Option of Holder. The holders of the Series G C Convertible Preferred Stock may at may, upon surrender of the certificates therefor, convert any time on or after the Issuance Date convert at any time all or from time to time any part of their shares of Series G C Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as herein hereinafter provided, except that no such conversion shall be for less than 50 . Commencing on the respective dates following issuance of shares of Series G C Convertible Preferred Stock unless (such date of initial issuance being referred to herein as the holder so converting holds less than 50 "Issuance Date") shown on the certificates for shares of Series G C Convertible Preferred Stock and is converting all of such shares held by such holder. Holders of shares of Series G Convertible Preferred Stock shall be entitledat any time thereafter, with respect to the shares of Common Stock or other securities issued or issuable upon conversion thereof, to the benefits available to the holders of Common Stock under the Rights Agreement or any similar plan or arrangement. Each each share of Series G C Convertible Preferred Stock may be converted at the principal executive offices of the Corporation, the office of any transfer agent for the Conversion Agent Series C Convertible Preferred Stock, if any, the office of any transfer agent for the Common Stock or at such other additional office or offices, if any, as the Board of Directors may designate, initially into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Amount, Amount and (ii) an amount equal accrued but unpaid dividends up to and including the Accrual Amount Conversion Date on the share of Series G C Convertible Preferred Stock being converted to the applicable Conversion Date, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series G Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 by (y) $3.375 (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events with respect to the Conversion Price for such Conversion Date Common Stock occurring on or after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware), in each case subject to adjustment as hereinafter provided (the "Conversion Rate"); provided, however, that in no event . The Conversion Price shall any holder of shares of Series G Convertible Preferred Stock be entitled to convert any shares of Series G Convertible Preferred Stock in excess of that number of shares of Series G Convertible Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by such holder and all Aggregated Persons of such holder (other than shares of Common Stock deemed beneficially owned through the ownership of (x) unconverted shares of Series G Convertible Preferred Stock and (y) the unconverted or unexercised portion of any instrument, including, without limitation, the Series H Convertible Preferred Stock and the Warrants, which contains limitations similar to those set forth in this sentence) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series G Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Aggregated Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso equal to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of Conversion Amount divided by the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentenceConversion Rate.

Conversion at Option of Holder. The (i) Subject to the ---------------------------------- limitation set forth in Section 9, the limitations set forth in the legends to appear on the certificates for the shares of Series A Preferred Stock as provided in Section 10(a)(ii), and the provisions of Section 10(a)(iii) regarding conversion of Excess Shares, the holders of the Series G A Convertible Preferred Stock may at convert any time on or after the Issuance Date convert at any time all or from time to time any part of their shares of Series G A Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as herein hereinafter provided, except that no such conversion shall be for less than 50 shares of Series G Convertible Preferred Stock unless the holder so converting holds less than 50 shares of Series G Convertible Preferred Stock and is converting all of such shares held by such holder. Holders of shares of Series G Convertible Preferred Stock shall be entitled, with respect Subject to the shares of Common Stock or other securities issued or issuable upon conversion thereoflimitations referred to in the preceding sentence, to the benefits available to the holders of Common Stock under the Rights Agreement or any similar plan or arrangement. Each each share of Series G A Convertible Preferred Stock may be converted at the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, initially into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion AmountValue, (ii) an amount equal accrued but unpaid dividends to the Accrual Amount applicable Conversion Date on the share of Series G A Convertible Preferred Stock being converted to the applicable Conversion Dateconverted, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series G A Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 (such sum, the "Conversion Amount") by (y) the product of (I) the Conversion Price for such Percentage with respect to the applicable Conversion Date times (II) the "arithmetic average of ----- the Market Price of the Common Stock for the Measurement Period with respect to the applicable Conversion Rate")Date; provided, however, that in no event shall -------- ------- the amount determined in accordance with this clause be greater than $5.50 nor, except as provided by Sections 9, 10(a)(iii) and (iv), less than $4.00 U.S. per share of Common Stock (the "Floor Price") (subject to equitable adjustments for stock splits, stock dividends, combinations, recapitalizations, reclassifications and similar events occurring on or after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware), in each case subject to adjustment as hereinafter provided (the "Conversion Rate"); provided further, however, that ---------------- ------- in no event shall any holder of shares of Series G A Convertible Preferred Stock be entitled to convert any shares of Series G A Convertible Preferred Stock in excess of that number of shares of Series G A Convertible Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by such holder and all Aggregated Persons any person whose beneficial ownership of shares of Common Stock would be aggregated with such holder holder's beneficial ownership of shares of Common Stock for purposes of Section 13(d) of the Exchange Act, and Regulation 13D-G thereunder (each a "Restricted Person" and collectively, the "Restricted Persons") (other than shares of Common Stock deemed beneficially owned through the ownership of (x) unconverted shares of Series G A Convertible Preferred Stock and (y) the unconverted or unexercised portion of any instrument, including, without limitation, the Series H Convertible Preferred Stock and the Warrants, which contains limitations similar to those set forth in this sentenceStock) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series G A Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Aggregated Restricted Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentence. (ii) (A) 15% of the certificates for shares of Series A Convertible Preferred Stock shall, until such time as such legend, by its terms, no longer applies, contain the following legend: "THESE SECURITIES ARE NOT CONVERTIBLE AT THE OPTION OF THE HOLDER HEREOF UNTIL ON OR AFTER THE 90TH DAY FOLLOWING THE ORIGINAL ISSUANCE THEREOF."

Conversion at Option of Holder. The holders of the Series G H Convertible Preferred Stock may at any time on or after the Issuance Date convert at any time all or from time to time any part of their shares of Series G H Convertible Preferred Stock into fully paid and nonassessable shares of Common Stock and such other securities and property as herein provided, except that no such conversion shall be for less than 50 shares of Series G H Convertible Preferred Stock unless the holder so converting holds less than 50 shares of Series G H Convertible Preferred Stock and is converting all of such shares held by such holder. Holders of shares of Series G H Convertible Preferred Stock shall be entitled, with respect to the shares of Common Stock or other securities issued or issuable upon conversion thereof, to the benefits available to the holders of Common Stock under the Rights Agreement or any similar plan or arrangement. Each share of Series G H Convertible Preferred Stock may be converted at the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Amount, (ii) an amount equal to the Accrual Amount on the share of Series G H Convertible Preferred Stock being converted to the applicable Conversion Date, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series G H Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 by (y) the Conversion Price for such Conversion Date (the "Conversion Rate"); provided, however, that in no event shall any holder of shares of Series G H Convertible Preferred Stock be entitled to convert any shares of Series G H Convertible Preferred Stock in excess of that number of shares of Series G H Convertible Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by such holder and all Aggregated Persons of such holder (other than shares of Common Stock deemed beneficially owned through the ownership of (x) unconverted shares of Series G H Convertible Preferred Stock and (y) the unconverted or unexercised portion of any instrument, including, without limitation, the Series H G Convertible Preferred Stock and the Warrants, which contains limitations similar to those set forth in this sentence) and (2) the number of shares of Common Stock issuable upon the conversion of the number of shares of Series G H Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Aggregated Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentence.

Conversion at Option of Holder. The holders Whenever a Record Holder of Receipts shall elect to convert shares of Preferred Stock underlying the Depositary Shares evidenced by such Receipts in accordance with the provisions of the Series G Convertible Certificate, it shall deliver Receipts evidencing the Depositary Shares relating to the shares of Preferred Stock may at any time to be converted, together with written notice of conversion and a proper assignment of the Receipts to the Company or in blank to the Depositary or its agent. Each optional conversion of shares of Preferred Stock underlying Depositary Shares shall be deemed to have been effected immediately prior to the close of business on or the date of which the foregoing requirements have been satisfied. From and after the Issuance Date relevant date fixed for conversions (the "Conversion Date")(unless the Company shall have failed to convert at any time all or from time to time any part of their the shares of Series G Convertible Preferred Stock into fully paid to be converted by it), all dividends or Quarterly Return Amounts in respect of the shares of Preferred Stock so called for conversion shall cease to accumulate, the shares of Preferred Stock and nonassessable Depositary Shares so converted shall be deemed no longer to be outstanding, and all rights of the Record Holders of Receipts evidencing such Depositary Shares (except the right to receive shares of Common Stock and, if applicable, cash upon conversion) shall, to the extent of such Depositary Shares, cease and terminate. Upon any surrender for conversion of the Receipts evidencing any such other securities and property as herein providedDepositary Shares (properly endorsed or assigned for transfer, except that no if the Depositary shall so require), shares of Preferred Stock underlying such conversion Depositary Shares shall be for less than 50 shares of Series G Convertible Preferred Stock unless converted by the holder so converting holds less than 50 shares of Series G Convertible Preferred Stock and is converting all of such shares held by such holder. Holders of shares of Series G Convertible Preferred Stock shall Company (as nearly as may be entitled, with respect to the practicable without creating fractional shares) into shares of Common Stock or other securities issued or issuable upon at a conversion thereof, to the benefits available to the holders of Common Stock under the Rights Agreement or any similar plan or arrangement. Each share of Series G Convertible Preferred Stock may be converted at the office of the Conversion Agent or at such other additional office or offices, if any, as the Board of Directors may designate, into such number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) determined by dividing (x) the sum of (i) the Conversion Amount, (ii) an amount rate equal to the Accrual Amount on the share one-twentieth of Series G Convertible Preferred Stock being converted to the applicable Conversion Date, and (iii) accrued but unpaid interest on the dividends required to be paid in cash on the share of Series G Convertible Preferred Stock being converted in arrears to the applicable Conversion Date at the rate provided in Section 5 by (y) the Conversion Price for such Conversion Date (the "Conversion Rate"); provided, however, that in no event shall any holder of shares of Series G Convertible Preferred Stock be entitled to convert any shares of Series G Convertible Preferred Stock in excess of that number of shares of Series G Convertible Preferred Stock upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by such holder and all Aggregated Persons received upon conversion of such holder (other than shares each share of Common Stock deemed beneficially owned through the ownership of (x) unconverted shares of Series G Convertible Preferred Stock pursuant to the Certificate. The foregoing shall be subject further to the terms and (y) the unconverted or unexercised portion of any instrument, including, without limitation, the Series H Convertible Preferred Stock and the Warrants, which contains limitations similar to those set forth in this sentence) and (2) the number of shares of Common Stock issuable upon the conversion conditions of the number of shares of Series G Convertible Preferred Stock with respect to which the determination in this proviso is being made, would result in beneficial ownership by such holder and all Aggregated Persons of such holder of more than 4.9% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of the proviso to the immediately preceding sentenceCertificate.